Maintenance AgreementGOLF INT1-'..NANC E AC;IZ17,ENiF1NT
THIS GO4P COURSE MAINTENANCE AGRI I:MENT (the "Agreement") is
dated as ofthe 3'` day of April, 2020, by and between Miami Shores Village, a Florida municipal
corp. (the "Village") and .Professional Course Management 1I, Ltd., a Florida Limited Partnership
("PCM'").
WHEREAS, the Village and PCM are the Landlord and Tenant, respectively, under that
certain Lease dated March 1, 1990, as amended by the First Amendment to Lease dated May 1,
1991, Second Amendment to Lease dated March 3, 1992, Third Amendment to Lease dated April
1998, Fourth Amendment to Lease dated December 30, 1999, Fifth Amendment to Lease dated
April 15, 2005, and Sixth Amendment to Lease dated January 13, 2011 (collectively, the "Lease")
for the demised premises described therein, including the Miami Shores Country Club (the
"Demised Premises");
WHEREAS, as a result of the current Coronavirus/COVID-19 health emergency and
Miami -Dade County orders requiring that the Demised Premises and operations thereon close, a
dispute has arisen between the parties as to their rights and obligations under the Lease (the "Lease
Dispute"); and
WHEREAS, regardless of the relative merits of the positions of the parties in the Lease
Dispute, the Golf Course constituting part of the Demised Premises must be maintained during the
current emergency;
NOW THEREFORE, in consideration of the mutual covenants contained herein and $10
in hand paid, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
This Agreement is without prejudice to the respective positions of the parties in the
Lease Dispute and each party reserves all rights with respect thereto.
2. Commencing on April 4, 2020 (the "Commencement Date"), and at least for the
duration of the Term of this Agreement, PCM shall maintain the Golf Course on
the Demised Premises in accordance with the maintenance standards attached
hereto as Exhibit "A," or such other reasonable standards to which the parties
mutually agree in writing.
3. PCM has represented to the Village that the estimate of the monthly costs (phis or
minus) of maintenance in accordance with the standards attached as Exhibit "A"
should be as depicted therein (the "Maintenance Costs").
4. The actual costs of such Maintenance shall be equally (50150) split and paid
between the Village and PCM. Within 10 days following the end of each month
during the Term of this Agreement, PCM shall provide to the Village reasonable
proof of its payment of such Costs, which shall be a copy of each invoice and proof
of payment (i.e., cashed checks, credit card charges and the like), for the prior
month, and the Village may request other reasonable back-up documentation in
writing. Payment by the Village to PCM of the Village's share of such expenses
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shall be due and payable to PCM within ten (10) days after the Village's receipt of
an invoice and proof of PCM's payment of same.
5. The "Term" of this Agreement is from the Commencement Date to the later o (a)
two months after the Commencement Date of this Agreement (June 3, 2020), or (b)
thirty (30) days after the first date on which mandatory closure restrictions with
respect to the Demised Premises and PCM's operations thereon have been lifted so
that PCM may lawftilly, operate its business within the Demised Premises pursuant
to the Lease. Notwithstanding the foregoing the Village may terminate this
Agreement, at any time, upon 20 days advance written notice.
6. The Term may be extended by written agreement of the parties after Termination,
on a month -to -month basis, however, in no event shall the Term or this Agreement
extend beyond 11:59 p.m. on September 30, 2020 (the "Outside Expiration Date"),
at which time this Agreement shall forthwith and automatically expire.
7. Upon Termination the Village shall remain obligated to reimburse PCM for the
Village's unpaid half of all Maintenance Costs incurred and paid by PCM in
accordance with this Agreement, provided that same were incurred prior to the
expiration of the Term.
8. There are no intended third party beneficiaries under this Agreement and this
Agreement is not intended as a novation +w #e-disp4ace ar--impatr amy r-ighto-or �D
c�iga4ons of the -parties ,L,
er the Lease. + ��°
9. This Agreement supersedes all prior discussions and oral agreements between the
parties with respect to the subject matter hereof, but not the Lease nor any written
Agreements, shall be binding upon the parties hereto and their successors, and shall
be governed by and construed with the laws of the State of Florida. This Agreement
may not be modified except by written agreement executed by the parties. This
Agreement may be executed in counterparts, each of which shall constitute an
original and all one original.
10. Neither parry may assign any of the rights or obligations under this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date
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first set forth above.
MIAMI SHORES VILLAGE, a Florida
municipal corporation,
LON
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Tom Benton,
as Village Manager
3 - I I- zoxo
(Seal)
PROFESSIONAL COURSE MANAGEMENT II, LTD.
By its General Partner:
Prof. Course Mgmt. II, Inc.
By: L—/ (Seal)
Its Au orized Officer
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Miami Shores Country Club
Estimated Golf Course Operating Expenses
Closure
Assumes Minimal Golf Course Maintenance No Management Costs
CURRENT THIS
YEAR
Auto Allowance
$100 Superintendent
Accounting Service
$0
Bank Charges
$0
Dues - Golf Associations
$0
Electric
$4,700 Estimated
Equipment Rental
$12,689 see attached does.
Fertilizer & Chemical
$10,998 see attached does.
Gas & Oil
$1,800 estimated
Golf Course Supplies
$0
Grass, Seed, Soil & Sand
$1,000 see attached does.
Insurance
$12,992 see attached does.
Payroll:
Maintenance
$28,952 see attached does.
Cart Attendants, Assistant
$0
Golf Pros and Cashiers
Administrative
$0
Taxes/Employee Benefits
$0
Locker Room Supplies
$0
Miscellaneous
$0
Pest Control
$377 see attached does.
Promotion
$0
Repairs:
Mechanical Equipment
$1,000 estimated
Golf Carts
$0
Irrigation
$750 estimated
General
$0
Small Tools
$0
Roads, Grounds & Landscape
$0
Security System
$450 see attached does.
Soil Sampling
$0
Stationary & Printing
$0
Telephone & Internet
$880 see attached does.
Trash Collection
$0
Uniforms
$0
Water & Sewer
$200 estimated
TOTAL GOLF COURSE
$76,888
OPERATING EXPENSES
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